Mediacom Communications and Rocco B. Commisso Complete Going-Private Transaction
04 Mars 2011 - 10:30PM
Business Wire
MEDIACOM COMMUNICATIONS CORPORATION (Nasdaq: MCCC) today
announced the successful completion of its previously announced
merger transaction with Rocco B. Commisso, the founder, Chairman
and Chief Executive Officer of Mediacom. As a result of the merger,
Mediacom is a private company wholly-owned by Mr. Commisso.
At a special meeting of stockholders held earlier in the day,
holders of approximately 97% of the aggregate voting power of the
outstanding shares of Mediacom’s Class A common stock and Class B
common stock, voting together as a single class, voted to adopt the
merger agreement.
In addition, the merger agreement contained a “majority of the
minority” voting condition, which required approval by the
affirmative vote of holders of at least a majority of the
outstanding shares of Mediacom’s Class A common stock, exclusive of
shares held by Mr. Commisso, his affiliates and immediate family
members, and the executive officers and directors of Mediacom
(“Public Shares”). The “majority of the minority” voting condition
was satisfied, with approximately 97% of the Public Shares voted at
the special meeting voting in favor of the adoption of the merger
agreement.
In remarks following the completion of the merger, Mr. Commisso
stated, “I was gratified to see our public stockholders
overwhelmingly approve the going-private transaction at today’s
meeting. Our management team and fellow employees can now focus
full time on delivering the best experience to our customers. I am
excited for the Company and our employees as we enter a new chapter
in our history.”
“I wish to extend my heartfelt gratitude to the members of our
Board of Directors, most of whom served the Company since our
initial public offering in 2000. Throughout the years, they made
tremendous contributions, provided sound wisdom and advice to our
management team, and at all times upheld the interests of public
stockholders. I wish them well in their future endeavors,”
concluded Mr. Commisso.
As a result of the merger, all outstanding shares of Mediacom’s
Class A common stock and Class B common stock, other than those
held by Mr. Commisso and his affiliates or as to which appraisal
rights are perfected, were converted into the right to receive
$8.75 per share in cash, without interest. BNY Mellon, as paying
agent for the merger, will mail to Mediacom stockholders materials
to advise them of their rights and facilitate receipt of payment
for their Mediacom shares. Shares of Mediacom’s Class A common
stock will be suspended from trading on the Nasdaq Global Select
Market prior to market opening on Monday, March 7, 2011.
Mr. Commisso received financial advice from J.P. Morgan
Securities LLC and BofA Merrill Lynch and legal advice from Baker
Botts LLP.
The Special Committee of Mediacom’s Board of Directors received
financial advice from Barclays Capital Inc. and legal advice from
Simpson Thacher & Bartlett LLP. In addition, Mediacom received
legal advice from SNR Denton US LLP.
About Mediacom
Mediacom Communications is the nation’s eighth largest cable
television company and one of the leading cable operators focused
on serving the smaller cities in the United States, with a
significant concentration in the Midwestern and Southeastern
regions. Mediacom Communications offers a wide array of broadband
products and services, including traditional and advanced video
services such as digital television, video-on-demand, digital video
recorders, high-definition television, as well as high-speed
Internet access and phone service. For more information about
Mediacom Communications, please visit www.mediacomcc.com.
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